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ORION MINERALS LIMITED - Appendix 2A

2020/08/12 09:12:00

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                    Appendix 2A

Orion Minerals Limited
Incorporated in the Commonwealth of Australia
Australian Company Number 098 939 274
ASX share code: ORN
JSE share code: ORN
ISIN: AU000000ORN1
(“Orion” or “the Company”)


Appendix 2A


Application for quotation of +securities

Information or documents not available now must be given to ASX as soon as available. Information
and documents given to ASX become ASX’s property and may be made public.

If you are an entity incorporated outside Australia and you are seeking quotation of a new class of
+securities other than CDIs, you will need to obtain and provide an International Securities
Identification Number (ISIN) for that class. Further information on the requirement for the notification of
an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-
Australian issuers.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in
specific notes for certain questions. The balance of the information, where applicable, must be
provided as soon as reasonably practicable by the entity.

Part 1 – Entity and announcement details

Question   Question                                                  Answer
no
1.1        *Name of entity                                           Orion Minerals Ltd
           We (the entity here named) apply for
           +quotation of the following +securities and
           agree to the matters set out in
           Appendix 2A of the ASX Listing Rules.1

1.2        *Registration type and number                             ACN 098 939 274
           Please supply your ABN, ARSN, ARBN, ACN or
           another registration type and number (if you supply
           another registration type, please specify both the type
           of registration and the registration number).

1.3        *ASX issuer code                                           ORN

1.4        *This announcement is                                    - A new announcement
           Tick whichever is applicable.
                                                                      An update/amendment to a previous
                                                                      announcement

                                                                      A cancellation of a previous
                                                                      announcement


1    Appendix 2A of the Listing Rules includes a warranty that an offer of the securities for sale within 12 months after their issue
     will not require disclosure under section 707(3) or 1012C(6) of the Corporations Act. If the securities to be quoted have been
     issued by way of a pro rata offer, to give this warranty, you will generally need to have lodged a cleansing notice with ASX
     under section 708AA(2)(f) or 1012DAA(2)(f) of the Corporations Act within 24 hours before the securities are offered (see
     ASIC Regulatory Guide 189 Disclosure relief for rights issues). If in doubt, please consult your legal adviser.


1.4a       *Reason for update                                         N/A
           Mandatory only if “Update” ticked in Q1.4 above. A
           reason must be provided for an update.

1.4b       *Date of previous announcement to this                     N/A
           update
           Mandatory only if “Update” ticked in Q1.4 above.

1.4c       *Reason for cancellation                                   N/A
           Mandatory only if “Cancellation” ticked in Q1.4 above.

1.4d       *Date of previous announcement to this                     N/A
           cancellation
           Mandatory only if “Cancellation” ticked in Q1.4 above.

1.5        *Date of this announcement                                 12 August 2020


Part 2 – Type of issue

Question   Question                                                   Answer
No.

2.1        *The +securities to be quoted are:                         - Being issued as part of a transaction or
           Select whichever item is applicable.                         transactions previously announced to
           If you wish to apply for quotation of different types of     the market in an Appendix 3B
           issues of securities, please complete a separate
           Appendix 2A for each type of issue.                          Being issued under a +dividend or
                                                                        distribution plan

                                                                        Being issued as a result of options being
                                                                        exercised or other +convertible
                                                                        securities being converted

                                                                        Unquoted partly paid +securities that
                                                                        have been paid up and are now quoted
                                                                        fully paid +securities

                                                                        +Restricted securities where the escrow
                                                                        period has expired or is about to expire

                                                                        +Securities previously issued under an
                                                                        +employee incentive scheme where the
                                                                        restrictions on transfer have ceased or
                                                                        are about to cease

                                                                        +Securities issued under an +employee
                                                                        incentive scheme that are not subject to
                                                                        a restriction on transfer or that are to be
                                                                        quoted notwithstanding there is a
                                                                        restriction on transfer

                                                                        Other

2.2a.1     *Date of Appendix 3B notifying the market                    7 August 2020 (being the third Appendix 3B
           of the proposed issue of +securities for                     released at 10.36am).
           which quotation is now being sought
                                                                        Please note that Orion Minerals lodged 3
           Answer this question if your response to Q2.1 is “Being      Appendix 3Bs on 7 August 2020 in
           issued as part of a transaction or transactions              connection with the Capital Raising
           previously announced to the market in an Appendix            announced to the ASX on 7 August 2020
           3B”                                                          setting out the transactions referred to in
                                                                        this Appendix 2A (refer to 2.2a.2.1 for
                                                                        further detail).
                                                                      
2.2a.2     *Are there any further issues of +securities                 Yes
           yet to take place to complete the
           transaction(s) referred to in the
           Appendix 3B?

           Answer this question if your response to Q2.1 is “Being
           issued as part of a transaction or transactions
           previously announced to the market in an Appendix
           3B”.

2.2a.2.1   *Please provide details of the further issues                Further issues to be made:
           of +securities yet to take place to complete                 -    3,807,348 ordinary shares (Shares) to
           the transaction(s) referred to in the                             complete Tranche 1 of the Placement
           Appendix 3B                                                       announced to the ASX on 7 August
                                                                             2020 and as referred to in the third
           Answer this question if your response to Q2.1 is “Being           Appendix 3B released on 7 August
           issued as part of a transaction or transactions                   2020 at 10.36am is expected to occur
           previously announced to the market in an Appendix                 on or around 20 August 2020.
           3B” and your response to Q2.2a.2 is “Yes”.                                                               
           Please provide details of the proposed dates and             In addition, the following further issues are
           number of securities for the further issues. This may        to occur under the transactions referred to
           be the case, for example, if the Appendix 3B related to      in the two other Appendix 3Bs lodged on 7
           an accelerated pro rata offer with an institutional          August 2020 at 10.35am and 10.36am in
           component being quoted on one date and a retail              connection with the transactions referred
           component being quoted on a later date.                      to in this Appendix 2A:


                                                                        -  19,100,725 Shares pursuant to
                                                                           Tranche 2 of the Placement
                                                                           announced to the ASX on 7 August
                                                                           2020 and as referred to in the second
                                                                           Appendix 3B released on 7 August
                                                                           2020 at 10.36am, subject to receipt of
                                                                           both shareholder approval (to be
                                                                           sought at a shareholder meeting to be
                                                                           held on or around 30 September 2020)
                                                                           and FIRB approval.
                                                                        -  122,075,745 Shares to be issued in
                                                                           consideration for the reduction of
                                                                           amounts re-payable to Tembo under
                                                                           the Loan Facility, as announced to the
                                                                           ASX on 7 August 2020 and as referred
                                                                           to in the first Appendix 3B released on
                                                                           7 August 2020 at 10.35am. The issue
                                                                           of these Shares is subject to receipt of
                                                                           both shareholder approval (to be
                                                                           sought at a shareholder meeting to be
                                                                           held on or around 30 September 2020)
                                                                           and FIRB approval.

2.2b.1     *Date of Appendix 3A.1 lodged with ASX in                    N/A
           relation to the underlying +dividend or
           distribution

           Answer this question if your response to Q2.1 is “Being
           issued under a dividend or distribution plan”.

2.2b.2     *Does the +dividend or distribution plan                     N/A
            meet the requirement of listing rule 7.2
            exception 4 that it does not impose a limit
            on participation?

            Answer this question if your response to Q2.1 is “Being
            issued under a dividend or distribution plan”.

            Note: Exception 4 only applies where security holders
            are able to elect to receive all of their dividend or
            distribution as securities. For example, Exception 4
            would not apply in the following circumstances: 1) The
            entity has specified a dollar limit on the level of
            participation e.g. security holders can only participate
            to a maximum value of $x in respect of their
            entitlement, or 2) The entity has specified a maximum
            number of securities that can participate in the plan
            e.g. security holders can only receive securities in lieu
            of dividend payable for x number of securities.

2.2c.1      Please state the number and type of                         N/A
            options that were exercised or other
            +convertible securities that were converted
            (including their ASX security code)
            Answer this question if your response to Q2.1 is “Being
            issued as a result of options being exercised or other
            convertible securities being converted”.

2.2c.2      And the date the options were exercised or                  N/A
            other +convertible securities were
            converted

            Answer this question if your response to Q2.1 is “Being
            issued as a result of options being exercised or other
            convertible securities being converted”.

            Note: If this occurred over a range of dates, enter the
            date the last of the options was exercised or
            convertible securities was converted.

2.2d.1      Please state the number and type of partly                  N/A
            paid +securities (including their ASX
            security code) that were fully paid up
            
            Answer this question if your response to Q2.1 is
            “Unquoted partly paid securities that have been paid
            up and are now quoted fully paid securities”.

2.2d.2      And the date the +securities were fully paid                N/A
            up

            Answer this question if your response to Q2.1 is
            “Unquoted partly paid securities that have been paid
            up and are now quoted fully paid securities”.
            Note: If this occurred over a range of dates, enter the
            date the last of the securities was fully paid up.

2.2e.1      Please state the number and type of                         N/A
            +restricted securities (including their ASX
            security code) where the escrow period has
            expired or is about to expire

            Answer this question if your response to Q2.1 is
            “Restricted securities where the escrow period has
            expired or is about to expire”.

2.2e.2      And the date the escrow restrictions have                   N/A
            ceased or will cease

            Answer this question if your response to Q2.1 is
            “Restricted securities where the escrow period has
            expired or is about to expire”.

            Note: If this occurred over a range of dates, enter the
            date the last of the escrow restrictions has ceased or
            will cease.

2.2f.1      Please state the number and type of                         N/A
            +securities (including their ASX security
            code) previously issued under the
            +employee incentive scheme where the
            restrictions on transfer have ceased or are
            about to cease

            Answer this question if your response to Q2.1 is
            “Securities previously issued under an employee
            incentive scheme where the restrictions on transfer
            have ceased or are about to cease”.

2.2f.2      And the date the restrictions on transfer                   N/A
            have ceased or will cease:

            Answer this question if your response to Q2.1 is
            “Securities previously issued under an employee
            incentive scheme where the restrictions on transfer
            have ceased or are about to cease”.

            Note: If this occurred over a range of dates, enter the
            date the last of the restrictions on transfer has ceased
            or will cease.

2.2g.1      Please state the number and type of                         N/A
            +securities (including their ASX security
            code) issued under an +employee incentive
            scheme that are not subject to a restriction
            on transfer or that are to be quoted
            notwithstanding there is a restriction on
            transfer

            Answer this question if your response to Q2.1 is
            “Securities issued under an employee incentive
            scheme that are not subject to a restriction on transfer
            or that are to be quoted notwithstanding there is a
            restriction on transfer”.

2.2g.2     *Please attach a document or provide                        N/A
           details of a URL link for a document lodged
           with ASX detailing the terms of the
           +employee incentive scheme or a summary
           of the terms.

           Answer this question if your response to Q2.1 is
           “Securities issued under an employee incentive
           scheme that are not subject to a restriction on transfer
           or that are to be quoted notwithstanding there is a
           restriction on transfer”.

2.2g.3     *Are any of these +securities being issued                  N/A
           to +key management personnel (KMP) or
           an +associate

           Answer this question if your response to Q2.1 is
           “Securities issued under an employee incentive
           scheme that are not subject to a restriction on transfer
           or that are to be quoted notwithstanding there is a
           restriction on transfer”.

2.2g.3.a   *Provide details of the recipients and the number of +securities issued to each of them.

           Answer this question if your response to Q2.1 is “Securities issued under an employee incentive scheme that are
           not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer”
           and your response to Q2.2g.3 is “Yes”. Repeat the detail in the table below for each KMP involved in the issue. If
           the securities are being issued to the KMP, repeat the name of the KMP or insert “Same” in “Name of registered
           holder”. If the securities are being issued to an associate of a KMP, insert the name of the associate in “Name of
           registered holder”.


           Name of KMP                          Name of registered holder                Number of +securities
           N/A


 2.2h.1    *The purpose(s) for which the entity is                    To raise additional working capital
           issuing the +securities is:
                                                                      To fund the retirement of debt
           Answer this question if your response to Q2.1 is
           “Other”.                                                   To pay for the acquisition of an asset
           You may select one or more of the items in the list.       [provide details below]

                                                                      To pay for services rendered
                                                                      [provide details below]

                                                                      Other [provide details below]

                                                                      Additional details:

                                                                      N/A


2.2h.2     *Please provide any further information                    N/A
           needed to understand the circumstances in
           which you are applying to have these
           +securities quoted on ASX, including (if
           applicable) why the issue of the +securities
           has not been previously announced to the
           market in an Appendix 3B
           You must answer this question if your response to
           Q2.1 is “Other”. If there is no other information to
           provide, please answer “Not applicable” or “N/A”.

2.2i       *Are these +securities being offered under                 N/A
           a +disclosure document or +PDS?
           Answer this question if your response to Q2.1 is any
           option other than “Being issued as part of a transaction
           or transactions previously announced to the market in
           an Appendix 3B”.

2.2i.1     *Date of +disclosure document or +PDS?                     N/A
           Answer this question if your response to Q2.1 is any
           option other than “Being issued as part of a transaction
           or transactions previously announced to the market in
           an Appendix 3B” and your response to Q2.2i is “Yes”.
           Under the Corporations Act, the entity must apply for
           quotation of the securities within 7 days of the date of
           the disclosure document or PDS.

2.3        *The +securities to be quoted are:                         - Additional +securities in a class that is
           Tick whichever is applicable                                 already quoted on ASX ('existing
                                                                        class')

                                                                        New +securities in a class that is not yet
                                                                        quoted on ASX ('new class')


Part 3A – number and type of +securities to be quoted (existing class or
          new class) where issue has previously been notified to ASX in
          an Appendix 3B


Answer the questions in this Part if your response to Q2.1 is “Being issued as part of a transaction or transactions previously
announced to the market in an Appendix 3B” and your response to Q2.3 is “existing class” or “new class”.

Question       Question                                                   Answer
No.
3A.1           *ASX security code & description                           ORN – Orion Minerals Ltd

3A.2           *Number of +securities to be quoted                        342,341,167



Part 3B – number and type of +securities to be quoted (existing class)
          where issue has not previously been notified to ASX in an
          Appendix 3B


Answer the questions in this Part if your response to Q2.1 is anything other than “Being issued as part of a transaction or
transactions previously announced to the market in an Appendix 3B” and your response to Q2.3 is “existing class”.

Question       Question                                                   Answer
No.
3B.1           *ASX security code & description                           N/A

3B.2           *Number of +securities to be quoted                        N/A

3B.3a          *Will the +securities to be quoted rank                    N/A
               equally in all respects from their issue date
               with the existing issued +securities in that
               class?

3B.3b         *Is the actual date from which the                          N/A
              +securities will rank equally (non-ranking
              end date) known?
              Answer this question if your response to Q3B.3a is
              “No”.

3B.3c          *Provide the actual non-ranking end date                   N/A
               Answer this question if your response to Q3B.3a is
               “No” and your response to Q3B.3b is “Yes”.

3B.3d          *Provide the estimated non-ranking end                     N/A
               period
               Answer this question if your response to Q3B.3a is
               “No” and your response to Q3B.3b is “No”.

3B.3e          *Please state the extent to which the                      N/A
               +securities do not rank equally:
               - in relation to the next dividend,
                 distribution or interest payment; or
               - for any other reason

                Answer this question if your response to Q3B.3a is
                “No”.

                For example, the securities may not rank at all, or may
                rank proportionately based on the percentage of the
                period in question they have been on issue, for the
                next dividend, distribution or interest payment; or they
                may not be entitled to participate in some other event,
                such as an entitlement issue.


Part 3C – number and type of +securities to be quoted (new class)
          where issue has not previously been notified to ASX in an
          Appendix 3B


Answer the questions in this Part if your response to Q2.1 is anything other than “Being issued as part of a transaction or
transactions previously announced to the market in an Appendix 3B” and your response to Q2.3 is “new class”.

Question       Question                                                   Answer
No.
3C.1           *Security description                                      N/A

3C.2           *Security type                                                 Ordinary fully or partly paid shares/units
               Select one item from the list that best describes the
               securities the subject of this form. This will determine
                                                                              Options
               more detailed questions to be asked about the security         +Convertible debt securities
               later in this section. Select “ordinary fully or partly paid
               shares/units” for stapled securities or CDIs. For              Non-convertible +debt securities
               interest rate securities, please select the appropriate
               choice from either “Convertible debt securities” or            Redeemable preference shares/units
              “Non-convertible debt securities”. Select “Other” for
               performance shares/units and performance                       Other
               options/rights or if the selections available in the list do
               not appropriately describe the security being issued.

3C.3           ISIN code                                                      N/A
               Answer this question if you are an entity incorporated
               outside Australia and you are seeking quotation of a
               new class of securities other than CDIs. See also the
               note at the top of this form.

3C.4           *Number of +securities to be quoted                            N/A

3C.5a          *Will all the +securities issued in this class                 N/A
                rank equally in all respects from the issue
                date?

3C.5b          *Is the actual date from which the                             N/A
               +securities will rank equally (non-ranking
               end date) known?
               Answer this question if your response to Q3C.5a is
               “No”.

3C.5c          *Provide the actual non-ranking end date                       N/A
                Answer this question if your response to Q3C.5a is
                “No” and your response to Q3C.5b is “Yes”.

3C.5d          *Provide the estimated non-ranking end                         N/A
               period
               Answer this question if your response to Q3C.5a is
               “No” and your response to Q3C.5b is “No”.

3C.5e          *Please state the extent to which the                          N/A
                +securities do not rank equally:
               - in relation to the next dividend,
                 distribution or interest payment; or
               - for any other reason

               Answer this question if your response to Q3C.5a is
               “No”.
               For example, the securities may not rank at all, or may
               rank proportionately based on the percentage of the
               period in question they have been on issue, for the
               next dividend, distribution or interest payment; or they
               may not be entitled to participate in some other event,
               such as an entitlement issue.

3C.6           Please attach a document or provide a URL                      N/A
               link for a document lodged with ASX setting
               out the material terms of the +securities to
               be quoted
               You may cross-reference a disclosure document, PDS,
               information memorandum, investor presentation or
               other announcement with this information provided it
               has been released to the ASX Market Announcements
               Platform.

3C.7           *Have you received confirmation from ASX                     N/A
               that the terms of the +securities are
               appropriate and equitable under listing rule
               6.1?
               Answer this question only if you are an ASX Listing.
               (ASX Foreign Exempt Listings and ASX Debt Listings
               do not have to answer this question).
               If your response is “No” and the securities have any
               unusual terms, you should approach ASX as soon as
               possible for confirmation under listing rule 6.1 that the
               terms are appropriate and equitable.

3C.8           *Provide a distribution schedule for the new +securities according to the categories set out
               in the left hand column – including the number of recipients and the total percentage of the
               new +securities held by the recipients in each category.

               Number of +securities held             Number of holders                      Total percentage of
                                                                                            +securities held
               1 – 1,000
               1,001 – 5,000
               5,001 – 10,000
               10,001 – 100,000
               100,001 and over

               Answer this question only if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt Listings do not
               have to answer this question) and the securities to be quoted have already been issued.

               Note: if the securities to be quoted have not yet been issued, under listing rule 3.10.5, you will need to provide to
               ASX a list of the 20 largest recipients of the new +securities, and the number and percentage of the new
               +securities received by each of those recipients, and a distribution schedule for the securities when they are
               issued.

3C.9a          Ordinary fully or partly paid shares/units details
               Answer the questions in this section if you selected this security type in your response to Question 3C.2.

               *+Security currency                                         N/A
               This is the currency in which the face amount of an
               issue is denominated. It will also typically be the
               currency in which distributions are declared.

               *Will there be CDIs issued over the                         N/A
                +securities?
                *CDI ratio                                                  N/A
                Answer this question if you answered “Yes” to the
                previous question. This is the ratio at which CDIs can
                be transmuted into the underlying security (e.g. 4:1
                means 4 CDIs represent 1 underlying security
                whereas 1:4 means 1 CDI represents 4 underlying
                securities).

                *Is it a partly paid class of +security?                    N/A
                *Paid up amount: unpaid amount                              N/A
                Answer this question if answered “Yes” to the
                previous question.
                The paid up amount represents the amount of
                application money and/or calls which have been paid
                on any security considered ‘partly paid’
                The unpaid amount represents the unpaid or yet to
                be called amount on any security considered ‘partly
                paid’.
                The amounts should be provided per the security
                currency (e.g. if the security currency is AUD, then
                the paid up and unpaid amount per security in AUD).
                *Is it a stapled +security?                                N/A
                This is a security class that comprises a number of
                ordinary shares and/or ordinary units issued by
                separate entities that are stapled together for the
                purposes of trading.

3C.9b           Option details
                Answer the questions in this section if you selected this security type in your response to Question 3C.2.

                *+Security currency                                        N/A
                This is the currency in which the exercise price is
                payable.

                *Exercise price                                            N/A
                The price at which each option can be exercised and
                convert into the underlying security.
                The exercise price should be provided per the
                security currency (i.e. if the security currency is AUD,
                the exercise price should be expressed in AUD).

                *Expiry date                                               N/A
                The date on which the options expire or terminate.

                *Details of the number and type of                         N/A
                +security (including its ASX security code
                if the +security is quoted on ASX) that will
                be issued if an option is exercised
                For example, if the option can be exercised to receive
                one fully paid ordinary share with ASX security code
                ABC, please insert “One fully paid ordinary share
                (ASX:ABC)”.

3C.9c           Details of non-convertible +debt securities, +convertible debt securities, or
                redeemable preference shares/units
                Answer the questions in this section if you selected one of these security types in your response to Question
                3C.2. 

                Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted
                Debt and Hybrid Securities” for further information on certain terms used in this section

                *Type of +security                                         Simple corporate bond
                Select one item from the list                              Non-convertible note or bond
                                                                           Convertible note or bond
                                                                           Preference share/unit
                                                                           Capital note
                                                                           Hybrid security
                                                                           Other

                *+Security currency                                                N/A
                This is the currency in which the face value of the
                security is denominated. It will also typically be the
                currency in which interest or distributions are paid.
 
                Face value                                                 N/A
                This is the principal amount of each security.
                The face value should be provided per the security
                currency (i.e. if security currency is AUD, then the
                face value per security in AUD).

                *Interest rate type                                        Fixed rate
                Select one item from the list                              Floating rate
                Select the appropriate interest rate type per the terms
                of the security. Definitions for each type are provided    Indexed rate
                in the Guide to the Naming Conventions and Security
                Descriptions for ASX Quoted Debt and Hybrid                Variable rate
                Securities                                                 Zero coupon/no interest
                                                                           Other

                Frequency of coupon/interest payments                      Monthly
                per year
                                                                           Quarterly
                Select one item from the list.
                                                                           Semi-annual
                                                                           Annual
                                                                           No coupon/interest payments
                                                                           Other

                First interest payment date                                N/A
                A response is not required if you have selected “No
                coupon/interest payments” in response to the
                question above on the frequency of coupon/interest
                payments

                Interest rate per annum                                    N/A       % p.a.
                Answer this question if the interest rate type is fixed.

                *Is the interest rate per annum estimated                  N/A
                at this time?
                Answer this question if the interest rate type is fixed.

                If the interest rate per annum is estimated,               N/A
                then what is the date for this information to
                be announced to the market (if known)
                Answer this question if the interest rate type is fixed
                and your response to the previous question is “Yes”.
                Answer “Unknown” if the date is not known at this
                time.

                *Does the interest rate include a reference                N/A
                rate, base rate or market rate (e.g. BBSW
                or CPI)?
                Answer this question if the interest rate type is
                floating or indexed.

                *What is the reference rate, base rate or                  N/A
                market rate?
                Answer this question if the interest rate type is
                floating or indexed and your response to the previous
                question is “Yes”.

                *Does the interest rate include a margin                   N/A
                above the reference rate, base rate or
                market rate?
                Answer this question if the interest rate type is
                floating or indexed.

                *What is the margin above the reference                    N/A         % p.a.
                rate, base rate or market rate (expressed
                as a percent per annum)
                Answer this question if the interest rate type is
                floating or indexed and your response to the previous
                question is “Yes”.

                *S128F of the Income Tax Assessment                         s128F exempt
                Act status applicable to the +security
                                                                            Not s128F exempt
                Select one item from the list
                For financial products which are likely to give rise to a   s128F exemption status unknown
                payment to which s128F of the Income Tax                    - Not applicable
                Assessment Act applies, ASX requests issuers to
                confirm the s128F status of the security:
                -   “s128F exempt” means interest payments are not
                    taxable to non-residents;
                -   “Not s128F exempt” means interest payments are
                    taxable to non-residents;
                -   “s128F exemption status unknown” means the 
                    issuer is unable to advise the status;
                -   “Not applicable” means s128F is not applicable to
                    this security

                *Is the +security perpetual (i.e. no maturity               N/A
                date)?

                *Maturity date                                              N/A
                Answer this question if the security is not perpetual

                *Select other features applicable to the                    Simple
                +security
                                                                            Subordinated
                Up to 4 features can be selected. Further information
                is available in the Guide to the Naming Conventions         Secured
                and Security Descriptions for ASX Quoted Debt and
                Hybrid Securities.                                          Converting
                                                                            Convertible
                                                                            Transformable
                                                                            Exchangeable
                                                                            Cumulative
                                                                            Non-Cumulative
                                                                            Redeemable
                                                                            Extendable
                                                                            Reset
                                                                            Step-Down
                                                                            Step-Up
                                                                            Stapled
                                                                            - None of the above
                *Is there a first trigger date on which a                   No
                right of conversion, redemption, call or put
                can be exercised (whichever is first)?
                *If yes, what is the first trigger date                     N/A
                Answer this question if your response to the previous
                question is “Yes”.

                Details of the number and type of +security                 N/A
                (including its ASX security code if the
                +security is quoted on ASX) that will be
                issued if the +securities to be quoted are
                converted, transformed or exchanged
                Answer this question if the security features include
                “converting”, “convertible”, “transformable” or
                “exchangeable”.
                For example, if the security can be converted into
                1,000 fully paid ordinary shares with ASX security
                code ABC, please insert “1,000 fully paid ordinary
                shares (ASX:ABC)”.


Part 4 – Issue details


Question        Question                                                  Answer
No.
4.1             *Have the +securities to be quoted been                   Yes
                issued yet?
4.1a            *What was their date of issue?                            12 August 2020
                Answer this question if your response to Q4.1 is
                “Yes”.

4.1b            *What is their proposed date of issue?                    N/A
                Answer this question if your response to Q4.1 is “No”.

4.2             *Are the +securities to be quoted being                   Yes
                issued for a cash consideration?
                If the securities are being issued for nil cash
                consideration, answer this question “No”.

4.2a            *In what currency is the cash consideration               AUD
                being paid
                For example, if the consideration is being paid in
                Australian Dollars, state AUD.
                Answer this question if your response to Q4.2 is
                “Yes”.

4.2b            *What is the issue price per +security                    $0.017 per Share
                Answer this question if your response to Q4.2 is “Yes”
                and by reference to the issue currency provided in
                your response to Q4.2a.
                Note: you cannot enter a nil amount here. If the
                securities are being issued for nil cash consideration,
                answer Q4.2 as “No” and complete Q4.2c and Q4.2d.

4.2c            Please describe the consideration being                   N/A
                provided for the +securities to be quoted
                Answer this question if your response to Q4.2 is “No”.

4.2d            Please provide an estimate (in AUD) of the                N/A
                value of the consideration being provided
                per +security for the +securities to be
                quoted
                Answer this question if your response to Q4.2 is “No”.

4.3             Any other information the entity wishes to                N/A
                provide about the issue


Part 5 – Issued capital following quotation


Following the quotation of the +securities the subject of this application, the issued capital of the entity
will comprise:

Note: the figures provided in the tables in sections 5.1 and 5.2 below are used to calculate the total market capitalisation of the
entity published by ASX from time to time. Please make sure you include in the relevant table each class of securities issued by
the entity.

If you have quoted CHESS Depository Interests (CDIs) issued over your securities, include them in the table in section 5.1 and
include in the table in section 5.2 any securities that do not have CDIs issued over them (and therefore are not quoted on ASX).

Restricted securities should only be included in the table in section 5.1 if you are applying to have them quoted because the
escrow period for the securities has expired or is about to expire. Otherwise include them in the table in section 5.2.


5.1             *Quoted +securities (total number of each +class of +securities quoted on ASX following
                the +quotation of the +securities the subject of this application)

                ASX security code and description                                 Total number of +securities on issue
                ORN -Orion Minerals Ltd                                           3,241,901,564.00




5.2             *Unquoted +securities (total number of each +class of +securities issued but not quoted
                on ASX):

                ASX security code and description                                                 Total number of
                                                                                                  +securities on issue

                Unlisted options exercisable at $0.02 expiring 30 November 2020.                  16,333,333
                Unlisted options exercisable at $0.035 expiring 30 November 2020.                 18,333,333
                Unlisted options exercisable at $0.05 expiring 30 November 2020.                  18,333,334
                Unlisted options exercisable at $0.03 expiring 31 May 2022.                       12,100,000
                Unlisted options exercisable at $0.045 expiring 31 May 2022.                      12,100,000
                Unlisted options exercisable at $0.06 expiring 31 May 2022.                       12,100,000
                Unlisted options exercisable at $0.05 expiring 31 March 2023.                     4,900,000
                Unlisted options exercisable at $0.06 expiring 31 March 2023.                     4,900,000
                Unlisted options exercisable at $0.07 expiring 31 March 2023.                     4,900,000
                Unlisted options exercisable at $0.04 expiring 30 April 2024.                     30,500,000
                Unlisted options exercisable at $0.05 expiring 30 April 2024.                     30,500,000
                Unlisted options exercisable at $0.06 expiring 30 April 2024.                     30,500,000
                Unlisted options exercisable at $0.03 expiring 17 June 2024.                      11,000,000
                Unlisted options exercisable at $0.028 expiring 31 March 2025.                    10,500,000
                Unlisted options exercisable at $0.035 expiring 31 March 2025.                    10,500,000
                Unlisted options exercisable at $0.04 expiring 31 March 2025.                     10,500,000


Part 6 – Other Listing Rule requirements


The questions in this Part should only be answered if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt
Listings do not need to complete this Part) and:
-     your response to Q2.1 is “Being issued under a dividend/distribution plan” and the response to Q2.2b.2 is “No”; or
-     your response to Q2.1 is “Other”.

Note that if your response to Q2.1 is “Being issued as part of a transaction or transactions previously announced to the market
in an Appendix 3B”, it is assumed that you will have provided the information referred to in this Part in the Appendix 3B.


 Question      Question                                                   Answer
 No.

6.1             *Has the entity obtained, or is it obtaining,              No
                +security holder approval for the issue
                under listing rule 7.1?
6.1a            *Date of meeting or proposed meeting to                    N/A
                approve the issue under listing rule 7.1
                Answer this question if the response to Q6.1 is “Yes”.

6.1b            *Are any of the +securities being issued                   Yes
                without +security holder approval using the
                entity’s 15% placement capacity under
                listing rule 7.1?
                Answer this question if the response to Q6.1 is “No”.

6.1b.1          *How many +securities are being issued                     342,341,167
                without +security holder approval using the
                entity’s 15% placement capacity under
                listing rule 7.1?
                Answer this question if the response to Q6.1 is “No”
                and the response to Q6.1b is “Yes”.
                Please complete and separately send by email to your
                ASX listings adviser a work sheet in the form of
                Annexure B to Guidance Note 21 confirming the entity
                has the available capacity under listing rule 7.1 to
                issue that number of securities.

6.1c            *Are any of the +securities being issued                   No
                without +security holder approval using the
                entity’s additional 10% placement capacity
                under listing rule 7.1A (if applicable)?
                Answer this question if the response to Q6.1 is “No”.

6.1c.1          *How many +securities are being issued                     N/A
                without +security holder approval using the
                entity’s additional 10% placement capacity
                under listing rule 7.1A?
                Answer this question if the response to Q6.1 is “No”
                and the response to Q6.1c is “Yes”.
                Please complete and separately send by email to your
                ASX listings adviser a work sheet in the form of
                Annexure C to Guidance Note 21 confirming the entity
                has the available capacity under listing rule 7.1A to
                issue that number of securities.

Introduced 01/12/19, amended 31/01/20

Date: 12-08-2020 09:12:00
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